Private company
Durable Capital Partners LP
Limited partnership registered in the United States, active since 2019. Summary from the record
Last updated Oct 21, 2026.
Overview
- HeadquartersBethesda, United States2
- Legal formLimited Partnership2
- Kind of organizationLimited partnership2
- LEI54930055LU0GC4VLG7352
- StatusActive2
- LEI statusIssued and current2
- Registered addressC/O THE CORPORATION TRUST COMPANY, 19801 Wilmington, United States2
- Registered withDivision of Corporations, Department of State, 74659452
Corporate structure
Durable Capital Partners LP is part of a group headed by Dcp (he), LP. 33 entities, 5 countries on record. Switch between the flow chart and the network, and select any entity to see its details.
Major holders of Durable Capital Partners LP
- Allen & Company Owns 10% to 25% of Durable Capital Partners LP, since 08/2019 (Form ADV)
- Durable Capital Employees LP Owns 25% to 50% of Durable Capital Partners LP, since 08/2019 (Form ADV)
- Durable Capital Partners Gp LLC Owns control (general partner, trustee or manager) of Dcp (he), LP, since 07/2021 (Form ADV)
- Henry Martin Ellenbogen Owns 75% or more of Dcp (he), LP, since 07/2021 (Form ADV)
- Dcp (he), LP
- Durable Capital Partners LP Bethesda, Maryland, United States
- Abcam Stake · Cambridge, United Kingdom
- Andersen Group Inc. Stake · San Francisco, California
- Bending Spoons Stake · Milano, Italy
- Bright Horizons Stake · Watertown
- CBIZ, Inc. Stake · Independence, Ohio
- Clear Secure Stake · New York, New York
- Clearwater Analytics Holdings, Inc. Stake · Boise, Idaho
- Colfax Corporation Stake · Wilmington, Delaware, United States
- Colliers International Stake · Toronto, Ontario, Canada
- Confluent Inc. Stake · Mountain View, California, United States
- Descartes Systems Group Stake · Lier
- Doximity Stake · San Mateo
- Duolingo Inc Stake · Pittsburgh
- Evolent Health, Inc. Stake · Arlington, Virginia, United States
- FirstService Corp Stake · Toronto, Canada
- Goosehead Insurance, Inc. Stake · Austin, Texas, United States
- Madison Air Solutions Corp Stake · Wilmington, Delaware, United States
- National Vision Holdings, Inc. Stake · Duluth, Georgia, United States
- Option Care Health, Inc. Stake · Bannockburn, Illinois, United States
- Outset Medical, Inc. Stake · San Jose, California
- Privia Health Group, Inc. Stake · Arlington, Virginia
- Quaker Chemical Corporation Stake · Conshohocken, Pennsylvania, United States
- RBC Bearings INC Stake · Oxford, Connecticut
- Redfin Stake · Seattle, Washington, United States
- RH Stake · Corte Madera, California
- and 6 more
- Durable Capital Partners LP Bethesda, Maryland, United States
Built from parent and subsidiary links from GLEIF, the Global Legal Entity Identifier Foundation (CC0); major holders from Schedules 13D and 13G; stakes of 5% or more it reported on Schedules 13D and 13G (29 companies); owners and owned firms from Form ADV, the registration investment advisers file with the SEC. Each entity in the chart links to its source.
Investment adviser
Durable Capital Partners LP is registered with the SEC as an investment adviser. This is what it reports on Form ADV, the registration every adviser files and keeps current.
- Assets it manages$17.6B3 5 accounts, all with discretion
- Employees49 14 in investment advice or research
- ClientsPooled investment vehicles (other than investment companies and: 5 ($17.6B)
- How it is paidA percentage of assets under its management; Performance-based fees
- What it doesPortfolio management for pooled investment vehicles (other than investment companies)
- Holds client assetsYes: cash and securities
- RegistrationSEC 801-117448, CRD 305221 IAPD record
Who owns it
Owners of 5% or more as the firm lists them (Schedule A), and the owners of those owners up the chain (Schedule B).
- DCP (HE), LPowns 50% to 75%, since 07/2021
- DURABLE CAPITAL EMPLOYEES LPowns 25% to 50%, since 08/2019
- ALLEN & COMPANY LLCowns 10% to 25%, since 08/2019
- DURABLE CAPITAL PARTNERS GP LLCowns general partner, trustee or manager of DCP (HE), LP, since 07/2021
- Henry Martin Ellenbogenowns 75% or more of DCP (HE), LP, since 07/2021
In its own words: the client brochure
Form ADV Part 2A, the plain-English document an adviser must give its clients, quoted as filed 7/1/2026.4 It covers the firm’s services, fees, investment strategies and their risks, and its conflicts of interest.
Item 4: Advisory business Services
General Description of Advisory Firm and Advisory Services DCP is a Delaware limited partnership, with a principal place of business in Bethesda, Maryland. DCP is principally owned by Henry Ellenbogen, who is also the managing member of DCP’s general partner, Durable Capital Partners GP LLC. DCP provides investment advice to: (i) Durable Capital Onshore Fund LP (the “Flagship Onshore Fund”), Durable Capital Offshore Fund Ltd. (the “Flagship Offshore Fund” and together with the Flagship Offshore Fund, the “Flagship Feeder Funds”) and Durable Capital Master Fund LP (the “Flagship Master Fund” and together with the Flagship Feeder Funds, the “Flagship Funds”); (ii) Durable Capital Opportunities Fund LP (the “Opportunities Master Fund”) and Durable Capital Opportunities Offshore Fund LP (the “Opportunities Feeder Fund” and together with the Opportunities Master Fund, the “Opportunities Funds”); and (iii) Durable Growth Fund I LP (the “Growth Master Fund”) and Durable Growth Offshore Fund I LP (the “Growth Feeder Fund” and together with the Growth Master Fund, the “Growth Funds” and, together with the Flagship Funds and Opportunities Funds, the “DCP Funds”). The Flagship Feeder Funds are feeder funds to the Flagship Master Fund. The Opportunities Feeder Fund is a feeder fund to the Opportunities Master Fund. The Growth Feeder Fund is a feeder fund to the Growth Master Fund. Collectively, the Flagship Feeder Funds, the Opportunities Feeder Fund and the Growth Feeder Fund are referred to as the “Feeder Funds,” and the Flagship Master Fund, the Opportunities Master Fund and the Growth Master Fund are referred to as the “Master Funds.” The general partner of the Flagship Master Fund and Flagship Onshore Fund is Durable Capital Associates LLC (the “Flagship Fund General Partner”). The general partner of the Opportunities Funds is Durable Capital Opportunities Fund GP LLC (the “Opportunities Fund General Partner”). The general partner of the Growth Funds is Durable Growth Fund I GP LLC (the “Growth Fund General Partner”). Collectively, the Flagship Fund General Partner, the Opportunities Fund General Partner and the Growth Fund General Partner are referred to as the “General Partners.” In addition, in the future, DCP may enter into co-investment arrangements with third parties whereby DCP provides advisory services to vehicles that make investments alongside the DCP Funds. The DCP Funds, together with any other account that DCP may manage, which may include, without limitation, other investment funds and separately managed accounts, are collectively referred to as the “Clients”. The “Limited Partners” in the Flagship Onshore Fund, the Opportunities and the Growth Funds, the “Shareholders” in the Flagship Offshore Fund and investors in any other Client, as the case may be, are collectively referred to herein as the “Investors” where appropriate. Please see Item 10 for discussion of certain conflicts of interest associated with DCP’s investment management services to more than one Client. The Adviser tailors its advisory services to the particular needs of each Client, and investment advice is provided directly to such Client, not individually to the Investors in such Client. The Clients will be managed pursuant to specific terms in their respective confidential offering memoranda and governing documents (collectively, “Governing Documents”), which may contain certain restrictions on the Adviser’s ability to invest in certain securities or types of investments.
This Brochure generally includes information about DCP and its relationships with its Clients and affiliates. While much of this Brochure applies to all such Clients and affiliates, certain information included herein may apply only to specific Clients or affiliates. This Brochure does not constitute an offer to sell, or solicitation of an offer to buy, any securities. The securities of the DCP Funds are offered and sold on a private placement basis under exemptions promulgated under the Securities Act of 1933, as amended (the “Securities Act”), and other exemptions of similar import under U.S. state laws and the laws of other jurisdictions where any offering may be made. Persons reviewing this Brochure should not construe this as an offer to sell or solicitation of an offer to buy the securities of any DCP Fund. DCP does not participate in any wrap fee programs. As of December 31, 2025, DCP managed, on a discretionary basis, approximately $17,592,140,712 of regulatory assets under management.
Item 5: Fees and compensation Fees
The fees and compensation applicable to the DCP Funds are set forth in detail in their respective Governing Documents. A brief summary of such fees and compensation is provided below. Management Fee and Performance-Based Compensation DCP is paid an investment management fee (the “Management Fee”) generally on a quarterly basis in advance from the DCP Funds ranging from 0% – 1.60% per annum based on the net asset value, capital commitment or invested capital (and is prorated for partial quarters). In certain instances, the Management Fee will be reduced by an amount equal to Transaction Fees (as defined below) in accordance with the applicable Governing Documents. The Management Fee rates vary among the different Investors in the DCP Funds based on the series of interests/shares acquired in accordance with the applicable Governing Documents. Certain series of interests/shares in a DCP Fund may not be subject to a Management Fee. In addition, the General Partners will be entitled to performance-based compensation (the “Performance-Based Compensation”) ranging from 17.5% – 22.5%. Pursuant to the Governing Documents of the applicable DCP Funds, the Performance-Based Compensation will be based on the amount of excess capital appreciation (subject to certain exclusions such as unrealized gains in respect of special investments) or profit above a specified threshold (e.g., a benchmark or preferred return), and is either determined at the end of each performance allocation period (which ranges from one to five years and ends in connection with a withdrawal or redemption) or upon the distribution of investment proceeds from realized investments after returning capital contributions by Investors and Investors receiving a preferred return thereon. The Performance-Based Compensation calculations vary among the different Investors in the DCP Funds based on the series of interests/shares acquired in accordance with the applicable Governing Documents. Generally, the Management Fee and the Performance-Based Compensation are not negotiable. However, DCP or the General Partners, as applicable, may, in their sole discretion, waive, reduce or modify the Management Fee or the Performance-Based Compensation at any time, including with respect to current and former partners, members, affiliates, advisors or employees of the General Partners or DCP and/or their affiliates, family members of such persons, trusts or other entities created for estate planning purposes of such persons and/or charitable organizations or foundations of such persons. Additional Fees and Expenses The DCP Funds will bear their own expenses and, in respect of the Feeder Funds, their pro rata share of the applicable Master Fund’s expenses, including, without limitation, the applicable Management Fee; transaction-related expenses (which include all transaction-based expenses incurred in executing investments as well as expenses related to any special purpose vehicle (and its subsidiaries, if applicable) for making or holding investments, including brokerage commissions, expenses relating to short sales, clearing and settlement charges, expenses associated with dealer spreads, custodial fees, bank service fees, interest expenses, investment-related software and legal expenses associated with any potential transaction); investment-related travel expenses, including all accommodation, meal, transportation, entertainment and other similar costs and expenses including, without limitation, the use of private aircraft, business and/or first-class travel-related expenses that may represent a premium
over comparable expenses for similar services (in each case, which are travel expenses related to the purchase, sale or transmittal of, or due diligence regarding the applicable DCP Fund’s investments, whether or not such investments are consummated, incurred by the Adviser or the applicable General Partner; provided, that the DCP Funds shall not pay (or reimburse) the Adviser or the applicable General Partner for the portion of the cost of private aircraft in excess of the cost of first-class commercial air travel, as determined in good faith by the Adviser); professional fees (including, without limitation, expenses of consultants (including consulting and retainer fees and other compensation or expense reimbursement paid to consultants performing investment or research initiatives and other similar consultants in specializations such as executive talent and human resources, sustainability and environmental, social and governance matters, management, operations, finance, accounting, valuation, manufacturing, procurement, technology, sales, marketing, acquisition due diligence, integration/rationalization and/or other types of operations), investment bankers, attorneys, accountants and other experts and third party liquidation service specialists) relating to investments; fees and expenses relating to software tools, programs or other technology, including portfolio risk management and accounting services, investment data management and analytics and trading-related operations and compliance, utilized in managing the applicable DCP Fund(s) (including, without limitation, third-party software licensing, implementation, data management and recovery services, database packages, all costs and expenses associated with Bloomberg terminals and customized development and implementation costs); expert networks; research (e.g., all costs and expenses of research reports, surveys, subscriptions to research services, research calls and meetings and research or industry conferences) and market data, including alternative data (including any computer hardware, software and connectivity hardware (e.g., telephone and fiber optic lines) incorporated into the cost of obtaining such research and market data, including third-party vendors necessary to process such data and any customized development and implementation costs); traderelated compliance expenses; proxy voting provider expenses; administrative expenses (including fees and expenses of the applicable DCP Fund(s)’ administrator); cybersecurity consultant fees and cybersecurity insurance; costs of obtaining and maintaining any fidelity bonding; legal expenses in connection with the applicable DCP Fund(s)’ ongoing operations (including the updating of the applicable DCP Fund’s offering documents, processing transfer requests, negotiations with prospective investors and extraordinary legal expenses, such as those related to litigation or regulatory investigations or proceedings); external accounting and valuation expenses (including third-party valuations and appraisals, pricing services and valuation related technology); audit, investigation, administrative or other proceedings and tax compliance, filing, reporting, estimates, planning or structuring; consulting and filing expenses; costs related to errors and omissions insurance and directors and officers insurance for the applicable General Partner, the Adviser and their respective affiliates, the board of directors of the Flagship Offshore Fund (the “Board of Directors”) and any AML officers; fees and expenses of the Board of Directors; fees payable to the share trustee of the Flagship Offshore Fund; costs of printing and mailing offering materials, reports and notices; taxes; corporate licensing; compliance and regulatory expenses of the applicable DCP Fund(s) (including, without limitation, legal fees, filing fees and costs associated with FATCA / AEOI compliance and any filings made by the Adviser or a DCP Fund relating to the applicable DCP Fund and its investments or trading activity, including but not limited to Form PF/Annex IV and Form 13F, Schedule 13D and 13G, Section 16 and other similar regulatory filings); AML officer fees and expenses; organizational expenses; expenses in connection with any annual Investor meeting or other periodic, if any, meetings or conferences of the Investors; expenses incurred in connection with the offering and sale of the interests (including, without limitation, legal fees, registration and other filing fees and side letter negotiations) and other similar expenses related to the applicable DCP Fund(s); indemnification expenses; and extraordinary expenses.
Expenses of a Client shall generally be borne on a pro rata basis by the Investors in such Client; provided, that certain expenses that are borne on behalf of or for the benefit of a particular Investor may be borne by such Investor, as determined by DCP, in its sole discretion. Expenses relating specifically to a special investment held by the Flagship Funds will be borne only by the Investors participating in such special investment, pro rata in accordance with their interests therein. Any expense of a Feeder Fund will be paid by the applicable Master Fund and allocated to such Feeder Fund. Expenses related to a separately managed account Client will be borne as set forth in the Governing Documents for such Client. Under its current expense allocation policy, DCP generally expects to allocate common expenses among its Clients (i) pro rata based on each Client’s assets under management at the time the expense is paid, (ii) with respect to diligence, legal and related transactional expenses related to investments, pro rata based on the amount of investment made by each Client to which such expense relates or, in the case of an unconsummated investment, pro rata based on the amount of the committed or allocated investment (to the extent such amount is determined at the time the deal is no longer pursued) or (iii) in such other manner as DCP considers fair and equitable. In making fair and equitable expense allocation decisions in accordance with (iii) above, DCP will take into consideration any factors it deems reasonable, including (1) whether a given expense (e.g., research expense) or portion thereof relates to (a) a specific public or private portfolio company or (b) a DCP Fund’s public or private portfolio or opportunity set (in which case such expense will from time to time be allocated exclusively to the applicable DCP Fund(s) or a subset of their portfolio in DCP’s good-faith discretion) and (2) the administrative burden in determining whether and how to specially allocate an expense. As a result of such discretion, expense allocations may vary over time and from time to time. Please see also Item 10 for a discussion of Co-Investors (as defined below) and broken deal expenses. Neither DCP nor any of its supervised persons accept compensation from any person for the sale of securities or other investment products. The Adviser or its affiliates or employees may receive certain (i) directors’ fees, financial consulting fees, advisory fees or transaction fees with respect to a Client’s investment or (ii) break-up fees with respect to Client’s transactions not completed, net of unreimbursed third party out-of-pocket expenses paid by the Adviser or its affiliates or employees (collectively and subject to certain exclusions as specified in the applicable Governing Documents, “Transaction Fees”). While Transaction Fees will, if specified in a Client’s Governing Documents, offset the Management Fee chargeable to certain Investors in a Client, amounts in excess of the Management Fee will be retained by the Adviser or its affiliates or employees, and, unless specified otherwise in the Governing Documents, there will be no corresponding offset with respect to Investors in such Client that are not subject to a Management Fee. Accordingly, the Adviser may be incentivized to pursue an investment opportunity that it would not otherwise pursue to generate Transaction Fees that it would not otherwise receive.
Item 8: Methods of analysis, investment strategies and risk of loss Investment strategies and risks
The descriptions set forth in this Brochure of specific advisory services that DCP offers to Clients, and investment strategies pursued, and investments made by DCP on behalf of its Clients, should not be understood to limit its investment activities in any way. DCP may offer any advisory services, engage in any investment strategy and make any investment, including any not described in this Brochure, that it considers appropriate, subject to each Client’s investment objectives and guidelines. The investment strategies DCP pursues are speculative and entail substantial risks. There can be no assurance that the investment objectives of any Client will be achieved. Past performance is not indicative of future returns. Investment Strategy DCP pursues a primarily long-only equity investment strategy with a focus on investments in both early-stage growth and durable growth small- and mid-cap equities (which DCP believes could compound and become mid- or large-cap issuers over time) across public and private markets. DCP also invests in larger companies that fit its investment criteria in its discretion. DCP expects that Clients will be concentrated in certain core positions that will be held for a long duration. In certain circumstances, the Clients may invest opportunistically in controlled private equity positions as well as special situation investments that generally align with the Clients’ investment objectives.
DCP believes that wealth creation in the U.S. equity markets is concentrated in a small number of compounding stocks and that these stocks are far more prevalent in small- and mid-cap markets than in the balance of the equity markets. The Adviser defines “compounders” as companies that generate 20% annualized returns over a decade. The crux of DCP’s strategy is to identify and to hold these rare compounding stocks. Key to the execution of the investment program is durable capital in order to hold compounders for a long duration. The Adviser believes that investing in both early-stage and durable growth companies is selfreinforcing and enhances the probability of identifying compounders. Understanding systematic change and disruption that benefit early-stage growth businesses provides a perspective into the forces that can undermine historically durable businesses. Conversely, understanding the challenges of scale (people, process and systems), the ability to layer on additional growth curves, and the nature of facing threats from scaled competitors informs whether an early-stage growth company can itself become durable. DCP pursues a strategy of investing in both early-stage and durable growth businesses. When evaluating an early-stage growth business, the goal is to understand whether the company can scale into something durable, as opposed to gaining a shorter-term and potentially unsustainable advantage. When evaluating a durable growth business, DCP believes that it is critical to understand potentially disruptive forces and competitive threats from early-stage growth businesses that can weaken longterm advantage. The Adviser’s investment philosophy is fully integrated across the public and private markets. The distinction between public and private investing, in DCP’s view, is primarily one of timing rather than underwriting approach. In the private markets, DCP seeks to engage earlier with management teams, build ownership deliberately, and increase exposure as conviction strengthens and business risk declines. Durable focuses on companies it believes are likely to transition to the public markets and compound over long durations. DCP believes that knowledge of durable growth investing is key to successful private market growth investing. Durable growth companies have faced the challenges of scale and provide guidance as to the people, processes and systems required for early-stage growth companies to scale their advantage. The data set gained by investing in early-stage growth in the private markets informs how historical sources of long-term advantage may be challenged, which benefits public durable growth investing. Investments will undergo various levels of review and diligence. DCP’s investment team conducts qualitative evaluations of the company, management, and the products offered, as well as quantitative evaluations of the financial status of the company and the markets in which it operates to assess the company’s competitive advantages. DCP’s investment team will frequently review this research and discuss the merits of the company in a collaborative setting. These discussions may relate to the data and information that has been collected and may draw on each individual’s past experience following similar companies or positions. Additionally, the DCP investment team has developed certain frameworks to analyze companies to invest in and address the multitude of possible situations that may arise following DCP’s investment. Risk Management Investments made on behalf of Clients are speculative and involve a substantial degree of risk, including the risk that a Client could lose some or all of its investment.
Prospective investors in a DCP Fund should carefully consider the risks of investing, which include, without limitation, those set forth below which are more fully described in such DCP Fund’s Governing Documents. The risk factors listed below include only those risks DCP believes to be material, significant, or unusual, relate to particular significant investment strategies or methods of analysis DCP employs and do not purport to be a complete list or explanation of the risks involved in an investment in a Client. The following risk factors may not be applicable to all of DCP’s Clients. Risks Related to Investment Strategy Risk of Loss. No guarantee or representation is made that the Adviser’s strategy will be successful. Investment results may vary substantially over time. No assurance can be made that profits will be achieved or that substantial or complete losses will not be incurred. Past investment results of the investments made by the Adviser’s investment professionals are not necessarily indicative of any Client’s or the Adviser’s future performance. Investment and Trading Risks in General. Inherent in any investment in securities is the risk of losing the invested capital. The Adviser believes that the Adviser’s research techniques moderate this risk through a careful selection of securities and investment opportunities, as well as through the application of the Adviser’s ongoing qualitative and quantitative risk assessment and management program. However, no guarantee or representation is made that the Adviser will be successful or profitable, and investment results may vary substantially over time. The Adviser will utilize investment techniques such as option and derivative transactions, margin transactions, short sales and futures and forward contracts, which can, in certain circumstances, exacerbate the adverse impact of any loss or adverse event to which Clients may be subject. The Adviser will not, in general, attempt to measure or hedge all market or other risks inherent in a Client’s portfolio, and will seek to measure and hedge certain risks, if at all, only partially. Specifically, the Adviser may choose not, or may determine that it is economically unattractive, to hedge certain risks, instead relying on diversification in an attempt to mitigate the risks. General Economic and Market Risk. The success of the Adviser’s activities also will be affected by general economic and market conditions, such as interest rates, availability of credit, inflation rates, economic uncertainty, changes in laws (including laws relating to taxation of a Client’s investments) or regulations (or their interpretation), trade barriers, currency exchange controls, and national and international political circumstances (including wars, terrorist acts or security operations). These factors will affect the level and volatility of the prices of securities, commodities and other financial instruments and the liquidity of the Adviser’s investments. Illiquidity or significant changes in volatility could impair profitability or result in losses. Inflation. Inflation and rapid fluctuations in inflation rates could have very negative effects on the economies and securities markets (both public and private) of the countries in which a Client may invest. There can be no assurance that high rates of inflation will not have a material adverse effect on the investments of a Client. Monetary Policy and Governmental Intervention. The U.S. Federal Reserve (the “Federal Reserve”) and global central banks, including the European Central Bank, have, in addition to other governmental actions to stabilize markets and to encourage economic growth, acted to hold interest rates to low rates; however, low interest rates led to significant inflation in global economies, including
the U.S. In light of increasing evidence of inflation, the Federal Reserve and certain global central banks began raising interest rates through the end of 2022 and 2023, although the pace slowed during 2024. Currently, the trajectory of interest rates remains uncertain in light of recent economic developments, including the imposition of new tariffs and broader geopolitical tensions. It cannot be predicted with certainty when, or how, these policies will change, but actions by the Federal Reserve and other central bankers may have a significant effect on interest rates and on the U.S. and world economies and financial markets generally, which in turn may affect the performance of a Client’s investments. Further financial or economic crises may result in additional governmental intervention in the markets. In addition, the consequences of extensive changes to the regulation and operation of various markets and market participants contemplated by legislation and presidential executive action and/or non-action (including presidential executive orders) and increased regulation arising out of financial crises are difficult to predict or measure with certainty. Risks Relating to United States Foreign Policy. Developments in United States trade policy and diplomatic relations between the United States and other nations may have unforeseen and unexpected consequences on the United States and global economies. As a recent example, the imposition of substantial tariffs on China and other nations by the United States, along with retaliatory measures by China or such other nations, created periods of increased economic volatility. It is not possible to ascertain the precise impact these events will have on the United States and other economies, the global information technology industry, the Clients or their investments from an economic, financial, tax or regulatory perspective, but any such impact could be material and adverse for the Clients and their investments. Political Instability and Military Actions. There are, and will likely continue to be, conflicts throughout the world among various state and non-state actors (collectively, “Military Actions”). Military Actions have caused, and are currently expected to continue to cause, (i) significant disruptions to global financial systems, international trade, and the transportation and energy sectors, among other disruptions, (ii) the displacement of millions of people, causing acute global refugee crises, and/or (iii) an increase in the threat of nuclear accidents or attacks, cyberattacks and further regional or global conflicts (including a potential expansion of current Military Actions to other countries as well as other potential conflicts, including, but not limited to, conflicts in other geographic locations and between other state and non-state actors), among other potentially dire consequences. As a result of certain Military Actions, countries and governing bodies, including the United States, the United Kingdom (the “UK”) and the European Union (the “EU”), have, and may in the future, put in place global sanctions and other severe restrictions or prohibitions on the activities of certain individuals and businesses connected to such Military Actions. Private companies have implemented, and may in the future implement, (i) restrictions that severely limit, and in some cases, reverse or cancel, business transactions in or involving certain individuals and/or businesses connected to or associated with the applicable state and non-state actors and/or (ii) the divestiture of subsidiaries and assets that are located in the applicable state actors or otherwise associated with the applicable state and non-state actors. The impacts of Military Actions on the supply chain and commodity prices can be profound and may result in substantial inflation in one or more countries (or globally). However, the ultimate impact of Military Actions and the effect on global economic and commercial activity and conditions, and on the operations, financial condition and performance of a Client or any particular industry, business, currency or country and the duration and severity of those effects, is impossible to predict.
Item 7: Types of clients
DCP provides discretionary investment management services to the Master Funds and administrative services to the Feeder Funds. Investment in the DCP Funds will generally be open to, among others, institutions, pension plans, endowments, high net worth individuals, family offices, trusts and other sophisticated investors, all of which are either (a) non-U.S. persons invested in certain designated offshore funds or (b) persons that meet the definition of both (i) “accredited investor” as defined in Regulation D of the Securities Act and (ii) “qualified purchaser” as defined in the Investment Company Act of 1940, as amended. The minimum investment in a DCP Fund is set forth in such DCP Fund’s Governing Documents. However, the General Partners and/or the Adviser, as applicable, may accept investments below these minimums at its discretion. The minimums required for any separately managed account, if any, will be determined on a case-bycase basis.
Item 6: Performance-based fees and side-by-side management Conflicts of interest
As described in Item 5 above, each General Partner is entitled to receive Performance-Based Compensation from the DCP Fund, in which it serves as general partner. This arrangement may create an incentive for DCP (an affiliate of the General Partners) to recommend investments that are riskier or more speculative than those that DCP might recommend under a different arrangement in an effort to receive a greater Performance-Based Compensation. In addition, the Adviser could be subject to a
conflict of interest because varying compensation arrangements among the Clients could incentivize DCP to manage the Clients differently. DCP receives higher Performance-Based Compensation and Management Fee (or equivalent fixed fee) from certain Clients and other Clients may be subject to a reduced Performance-Based Compensation or Management Fee (or equivalent fixed fee). In addition, related parties of the Adviser may have significant investments in certain DCP Funds. As a result, DCP and its investment personnel may have an incentive to favor Clients that pay DCP higher compensation or in which they have a proprietary interest. Please see Item 10 for discussion of certain conflicts of interest associated with DCP’s investment management services to more than one Client, including in respect of allocation of investment opportunities.
Item 10: Other financial industry activities and affiliations Conflicts of interest
Neither DCP nor any of its management persons are registered or have an application pending to register as a broker-dealer or registered representative of a broker-dealer.
DCP and the General Partners are exempt commodity pool operators under CFTC Rule 4.13(a)(3). DCP is affiliated with the General Partners. The General Partners and other DCP entities will operate as a single advisory business together with DCP and generally share common owners, officers, partners, employees, consultants, or persons occupying similar positions. The relationship between DCP and the General Partners does not, in and of itself, create any material conflicts of interest affecting Investors. Other Activities of the Adviser and its Affiliates The Adviser provides investment management services to the DCP Funds, and may provide investment management services to one or more other Clients in the future. A Client may have investment objectives, programs, strategies and positions that are similar to or may conflict with those of another Client, or may compete with or have interests adverse to such other Client. For instance, the Opportunities and Growth Funds will invest alongside the Flagship Funds in certain investments (as further set forth under “Co-Investment” below) and therefore their investment objective and strategy could conflict with the interest of the Flagship Funds and the Opportunities and Growth Funds could compete with the Flagship Funds for investment opportunities. Such conflicts could affect the prices and availability of securities in which a Client invests. Even if a Client has similar investment objectives, programs or strategies to those of another Client, the Adviser may give advice or take action with respect to the investments held by, and transactions of, such Client that may differ from the advice given or the timing or nature of any action taken with respect to the investments held by, and transactions of, such other Client due to a variety of reasons, including, without limitation, differences between the investment strategy, structural and operational differences between the Clients, financing terms, regulatory treatment and tax treatment of the Clients. As a result, Clients may have substantially different portfolios and investment returns. Conflicts of interest may also arise when the Adviser makes decisions on behalf of a Client with respect to matters where the interests of the Adviser or one or more other Clients differs from the interests of such Client. In particular, the Adviser may, in certain circumstances, take positions in a Client opposite to those taken by another Client and/or take positions in such Conflict which involve conflicts or potential conflicts with such other Client’s positions (e.g., investments in different levels of a company’s capital structure). These positions could adversely affect the performance of investments held by such other Client. For example, a large short position in a security in an account of a Client could cause a decline in the value of a long position held by another Client in the same security. Representation on the Boards of Directors of Portfolio Companies A Client may from time to time secure the right to appoint one or more persons to a portfolio company’s board of directors. In doing so (or even simply by virtue of the Client’s status as a significant shareholder of a portfolio company), individual(s) (including members, partners, officers, managers, employees or affiliates of the Client, the applicable General Partner, the Adviser and their respective affiliates, representatives or designees) serving on the board of directors of a portfolio company at the Client’s request may become subject to fiduciary duties that adversely affect the Client. For example, such fiduciary duties may require any such individual to act in the best interests of a portfolio company or its owners and, in general, if there is a conflict between such individual’s
fiduciary duties to a portfolio company or its owners and such person’s fiduciary duties to the Client, such individual’s fiduciary duties to the portfolio company and its owners will prevail. Allocation of Trades and Investment Opportunities The Adviser has adopted and implemented policies and procedures intended to address conflicts of interest relating to the management of more than one Client, and the allocation of opportunities thereto. The Adviser will generally allocate investment opportunities that it determines to be appropriate for the Clients in accordance with its allocation policies and procedures in a manner that it determines in its sole discretion to be fair and equitable over a period of time. Investment opportunities will generally be allocated among those Clients for which participation in the respective opportunity is considered appropriate, taking into account, among other considerations: (i) whether the risk-return profile of the proposed investment is consistent with the objectives of the Clients, which objectives may be considered (a) solely in light of the specific investment under consideration or (b) in the context of the portfolio’s overall holdings and available capital; (ii) the potential for the proposed investment to create an imbalance in the portfolio of the Clients; (iii) liquidity requirements of the Clients; (iv) potential tax consequences; (v) legal or regulatory restrictions; (vi) the need to resize risk in the portfolio of the Clients; (vii) whether a Client has a substantial amount of investable cash (e.g., during a “ramp-up” period); (viii) leverage capacity; (ix) position limits or other investment restrictions or considerations applicable to a Client (including any investment concentration considerations (such as those related to geography, industry, issuer, volatility or leverage) and position size considerations (such as whether an allocation between the Clients will enable one or both to establish an appropriate position size)); (x) structural and operational differences between the Clients (e.g., evergreen vs. drawdown structure); and (xi) any other criteria deemed relevant in the Adviser’s sole discretion. Notwithstanding the foregoing, there can be no assurance that an investment opportunity which comes to the attention of the Adviser will not be allocated to a Client, with another Client being unable to participate in such investment opportunity or participating only on a limited basis. Because these considerations may differ for the Clients in the context of any particular investment opportunity, investment activities of the Clients may differ considerably from time to time. A Client may sell all or portion of an investment that it has purchased (a “Warehoused Investment”) to another Client and/or certain third parties (including Co-Investors (as defined below)). The price for the sale of such Warehouse Investment is expected to be equal to the cost of the investment plus an interest charge (or any other interest-equivalent charge agreed between a Client and the purchaser of a Warehoused Investment) and any legal and out of pocket expenses incurred by such Client in connection with the acquisition, consummation, holding and/or transfer of the Warehoused Investment. While DCP expects to dispose of a Warehoused Investment within a reasonable period of time, there is no assurance that DCP will be able to do so if the intended purchasers do not make the Warehoused Investment. As a result, a Client may be forced to hold such investment for an unanticipated period of time, and the portfolio may be more highly concentrated than the Adviser originally anticipated and may exceed the investment restrictions set forth in the Governing Documents of such Client. The Adviser intends to negotiate in connection with any sale of a Warehoused Investment for the purchaser(s) to assume all of the obligations associated with such Warehoused Investment; however, the Adviser may be unsuccessful in such negotiations and a Client may remain responsible for certain obligations in respect of the Warehoused Investments that are subsequently sold as a condition of such sale.
In addition, a Client may purchase all or any portion of any investment that has been purchased by another Client (each, a “Warehousing Vehicle”) for a purchase price equal to the sum of (i) the Warehousing Vehicle’s original cost in respect of such investment plus (ii) an interest charge (or any other interest-equivalent charge) agreed between such Client and the Warehousing Vehicle and any legal and out-of-pocket expenses incurred by the Warehousing Vehicle in connection with the acquisition, consummation, holding and/or transfer of such investment to such Client. Although Warehousing Vehicles are generally expected to provide a Client with additional investment flexibility and the pricing arrangement is intended to reduce potential conflicts of interest, as a result of utilizing a Warehousing Vehicle, it is possible that the Client could be required to purchase such Warehoused Investments at an undesirable point in time or at a price at which such Client otherwise may not have made such purchase absent such obligation. Conflicts of interest may also arise in situations where the interests of a Warehousing Vehicle and a Client may not be aligned. Co-Investment The Adviser may, in its sole discretion, offer Investors and/or other third parties, which may include investors expected to provide strategic advice or assistance to an existing or potential portfolio company or to the Adviser or its affiliates (e.g., including but not limited to deal flow) (such investors “Strategic Investors”) (collectively, “Co-Investors”), the opportunity to co-invest alongside one or more Clients in one or more investments. The Opportunities Funds and the Growth Funds co-invest alongside the Flagship Funds in certain investments and the Opportunities Funds have from time to time co-invested alongside the Flagship Funds in certain equity capital market transactions which include publicly traded securities where the Opportunities Funds are qualified to participate in the Adviser’s determination (subject to the allocation methodology described below). Generally, the Adviser expects that, pursuant to its allocation policies and procedures, co-investments will be made available after the Adviser has determined, in its sole discretion, that any Clients and Strategic Investors have received their desired allocations and excess capacity remains. Subject to such allocation policies and procedures, the Adviser is not obligated to offer any Investor or other particular Co-Investor any co-investment opportunities and has the right to offer such opportunities to one or more Co-Investors on a priority basis in its sole discretion and the Adviser is not required to offer subsequent additional co-investment opportunities in any prior investment opportunity to the Co-Investors that previously participated unless otherwise specified in applicable agreements and may offer such additional coinvestment opportunities in its sole discretion. A Client’s investment in any portfolio company may be subject to differing terms, rights, preferences and/or liquidation value than that of another Client. Subject to its allocation policies and procedures, including those described above, the Adviser generally allocates private portfolio company investments between the Flagship Funds and the Opportunities Funds based on an allocation methodology that generally seeks to achieve the target portfolio weighting in such opportunity for the Flagship Funds first by providing for all or a greater allocation towards the Flagship Funds in earlier financing rounds, and then scales down over time to provide for a greater allocation to the Opportunities Funds in later financing rounds, giving priority to the Flagship Funds taking into account the capacity of these Clients for the relevant investment and desire for broad participation in such opportunities. In addition, the Adviser will generally allocate opportunities in PIPE transactions, IPOs and direct listed securities (where the Opportunities Funds are qualified to participate in such opportunities in the Adviser’s determination based on its allocation methodology) between the Flagship Funds and the Opportunities Funds in accordance with its allocation methodology that generally seeks to achieve the target portfolio weight of the opportunity for the Flagship Funds before
Item 11: Code of ethics, participation or interest in client transactions and personal trading Conflicts of interest
DCP has adopted a code of ethics (the “Code”) that sets forth the standard of conduct expected of its personnel and requires compliance with applicable securities laws. The Code outlines certain conduct that is prohibited as it pertains to personal trading, political contributions, social media, outside business activities, gifts and entertainment, and the Adviser’s Whistleblower Policy. The Code seeks to mitigate any potential conflicts of interest. Likewise, it seeks to prevent any violations of federal securities laws and the improper use of material non-public information. The Code contains written policies reasonably designed to prevent the unlawful use of material nonpublic information by DCP and its personnel. The Code requires that all persons deemed to be “Access Persons” disclose all personal accounts to DCP. Additionally, DCP has established a personal trading policy (described further below) which limits the types of transactions in which Access Persons may engage. The Adviser will monitor personal trading of Access Persons to ensure compliance with the Code. Upon request, Investors and prospective Investors may review a copy of the Code on DCP’s premises. Personal Securities Trading The Code places restrictions on personal trades by employees, including that they disclose their personal securities holdings and transactions to the Adviser on a periodic basis, and are only permitted to make certain permitted investments. Permitted investments include (i) transactions and holdings in direct obligations of the U.S. government, states or municipalities, (ii) money market instruments, (iii) shares issued by money market funds, (iv) shares issued by open-end funds (i.e., mutual funds), (v) units of a unit investment trust, if the unit investment trust is invested exclusively in one or more open-end funds; provided, that such funds are not advised by DCP or its affiliates, (vi) cryptocurrency (excluding initial coin offerings) and (vii) broad-based ETFs on an approved list designated by Legal & Compliance. The purchase of any ETF that is not on the approved list is prohibited, and the sale of such prohibited ETF is only permitted with prior approval of Legal & Compliance. Additionally, investments in private placements are permitted subject to pre-approval by Legal & Compliance. Each of the Adviser, its affiliates and its employees are not permitted to purchase, on their own behalf or on behalf of their immediate family, individual single name securities, including any that would be appropriate for, held by, or may fall within the investment guidelines of a Client. Certain employees of the Adviser may hold such single name securities when they are hired by DCP. Any such employees are required to obtain pre-approval from Legal & Compliance prior to disposing of any such securities. The Adviser, its affiliates and its employees may give advice or take action for their own accounts that may differ from, conflict with or be adverse to advice given or action taken for a Client. These activities may adversely affect the prices and availability of other securities held by or potentially considered for purchase by a Client.
Investment by Senior Management and Key Employees Senior management and key employees of the Adviser have personally invested, directly and/or indirectly, in the DCP Funds and, subject to applicable regulatory restrictions, may choose to personally invest, directly and/or indirectly, in other Clients. Such investors may be in possession of information, including portfolio information, not available to other Investors and prospective Investors. It is expected that the size and nature of these investments will change over time without notice to the Investors. Investments by the senior management and key employees in a Client could incentivize the senior management and key employees to increase or decrease the risk profile of such Client. Cross Trades The Adviser may determine that it would be in the best interests of its Clients to transfer a security or the right to participate in a security from one Client to another (each such transfer, a “Cross Trade”) for a variety of reasons, including, without limitation, tax purposes, liquidity purposes, to rebalance the portfolios of the Clients, or to reduce transaction costs that may arise in an open market transaction. If the Adviser decides to engage in a Cross Trade, the Adviser will determine that the trade is in the best interests of both of the Clients involved in it and take steps to ensure that the transaction is consistent with the duty to obtain best execution for each of those Clients. The Adviser generally intends to execute Cross Trades, if at all, with the assistance of a broker-dealer who executes and books the transaction at the close of the market on the day of the transaction. Alternatively, a cross transaction between two fund clients may occur as an “internal cross,” where the Adviser instructs the custodian for the funds to book the transaction at the price determined in accordance with the Adviser’s valuation policy. If the Adviser effects an internal cross, the Adviser will not receive any fee in connection with the completion of the transaction. Principal Transactions To the extent that Cross Trades may be viewed as principal transactions (as such term is used under the Investment Advisers Act of 1940, as amended (the “Advisers Act”)) due to the ownership interest in a Client by the Adviser or its personnel, the Adviser will comply with the requirements of Section 206(3) of the Advisers Act, including that any such transactions will be considered on behalf of Investors in such a Client and approved or disapproved by a committee consisting of one or more persons selected by the Adviser who will not be an affiliate of the Adviser. Such committee may approve of such transactions prior to or contemporaneous with, or ratify such transactions subsequent to, their consummation. Trade Errors Although the Adviser has procedures designed to minimize mistakes in executing trades, trade errors occur from time to time. The Adviser generally will endeavor to detect trade errors prior to settlement and correct and/or mitigate them in an expeditious manner. To the extent an error is caused by a third party, such as a broker-dealer, a service provider or an agent, the Adviser generally will seek to recover losses associated with such error from such third party. Pursuant to the Adviser’s trade error policy, and the exculpation and indemnification provisions in a Client’s Governing Documents, a Client will benefit from any gains resulting from trade errors and will be responsible for any losses (including
additional trading costs) resulting from trade errors and similar human errors, absent bad faith, gross negligence, willful misconduct or actual fraud by the Adviser.
Item 12: Brokerage practices Conflicts of interest
DCP will have complete discretion to determine the broker(s) or dealer(s) to be used in securities transactions for its Clients. Portfolio transactions for the Adviser will be allocated to brokers and dealers on the basis of numerous factors and not necessarily lowest pricing. Brokers and dealers may provide other services that are beneficial to the Adviser and/or certain Clients, but not beneficial to all Clients. Subject to best execution, in selecting brokers and dealers (including prime brokers) to execute transactions, provide financing and securities on loan, hold cash balances and provide other services, DCP may consider, among other factors that are deemed appropriate to consider under the circumstances, the following: execution and research quality; competitiveness on pricing; the ability of the brokers and dealers to effect the transaction; the brokers’ or dealers’ financial stability, reputation and reliability; and the provision by the brokers of capital introduction, talent introduction, marketing assistance, consulting with respect to technology, operations and equipment and commitment of capital. Accordingly, the commission rates (or dealer markups and markdowns arising in connection with riskless principal transactions) charged to a Client by brokers or dealers in the foregoing circumstances may be higher than those charged by other brokers or dealers that may not offer such services. The Adviser need not solicit competitive bids and does not have an obligation to seek the lowest available commission cost or spread. Generally, neither DCP nor any Client separately compensates any broker or dealer for any of these other services. Allen & Co. has a minority interest in DCP and the General Partners. Allen & Co. is engaged in a variety of investment banking, broker-dealer, asset manager, financial services and other activities globally for a wide range of clients. DCP may consider engaging in other business activities with Allen & Co., including selecting them as a broker-dealer or participating in securities offerings where Allen & Co. is the underwriter or placement agent, among others. Currently, the Clients do not utilize Allen & Co. as an executing broker. An enhanced internal compliance review will be undertaken to seek to ensure that best execution is achieved for a Client if the Adviser uses Allen & Co. as an executing broker in the future. If the Adviser seeks to, on behalf of a Client, purchase securities underwritten by Allen & Co. or private securities placed by Allen & Co., such transactions will be subject to a conflicts review process to analyze the investment thesis for the securities proposed to be purchased. DCP maintains policies and procedures to review the quality of executions, including periodic reviews by its investment professionals. Soft Dollars DCP has in the past and expects in the future to use certain broker-dealers who charge higher commissions (or markups or markdowns with respect to certain types of riskless principal transactions) but provide certain additional brokerage and research services or with whom trading generate “soft dollars”, that may be used to pay for research products and services. DCP will limit the use of “soft dollars” to obtain research and brokerage services to services that constitute research and
brokerage within the meaning of the “safe harbor” provided by Section 28(e) of the Exchange Act, and subject to prevailing guidance provided by the SEC thereto. This safe harbor permits an investment adviser to use commissions or “soft dollars” to obtain research and brokerage services that are legal and appropriate assistance in investment decision-making. In doing so, DCP determines in good faith that the amount of commissions paid is reasonable in relation to the value of the brokerage and research services provided, viewed in terms of either a particular transaction or DCP’s overall responsibilities to its clients. Research services within Section 28(e) may include, but are not limited to, research reports (including market research); certain financial newsletters and trade journals; software providing analysis of securities portfolios; corporate governance research and rating services; attendance at certain seminars and conferences; discussions with research analysts; meetings with corporate executives; consultants’ advice on portfolio strategy; data services (including services providing market data, company financial data and economic data (including alternative data)); advice from brokers on order execution; and certain proxy services. Brokerage services within Section 28(e) may include, but are not limited to, services related to the execution, clearing and settlement of securities transactions and functions incidental thereto (i.e., connectivity services between an investment manager and a broker-dealer and other relevant parties such as custodians); trading software operated by a broker-dealer to route orders; software that provides trade analytics and trading strategies; software used to transmit orders; clearance and settlement in connection with a trade; electronic communication of allocation instructions; routing settlement instructions; post trade matching of trade information; and services required by the SEC or a self-regulatory organization such as comparison services, electronic confirms or trade affirmations. In some instances, DCP may receive a product or service that may be used only partially for functions within Section 28(e) (e.g., trade analytical software). In such instances, DCP will make a good faith effort to reasonably determine the relative proportion of the product or service used to assist DCP in carrying out its investment decision-making responsibilities and the relative proportion used for administrative or other purposes outside Section 28(e). The proportion of the product or service attributable to assisting DCP in carrying out its investment decision-making responsibilities will be paid through brokerage commissions generated by a Client’s transactions and the proportion attributable to administrative or other purposes outside Section 28(e) will be paid for by DCP from its own resources. In making such good faith allocations, a conflict of interest may exist by reason of DCP’s allocation of the costs of such benefits and services between those that primarily benefit DCP and those that primarily benefit the Clients. Research products or services obtained from soft dollars generated by a specific Client may be used by DCP to services other Clients, including those who may not have paid for the “soft dollar” benefits. The use of brokerage commissions to obtain research products or services creates a conflict of interest between DCP and a Client because such Client pays for such products and services that are not exclusively for the benefit of such Client and that may be primarily or exclusively for the benefit of the Adviser. The Adviser will not seek to allocate soft dollars based upon the total amount generated by each Client. Research and brokerage services obtained through the use of soft dollars arrangements may be used by DCP in its other investment advisory activities and as a result, the Client may not necessarily be the direct or indirect beneficiary of the research or brokerage services.
DCP may have a conflict in allocating Client brokerage services or products with “soft dollars” because, as a result of such benefit, the Adviser will not have to produce or pay for such products for services. Likewise, DCP may have an incentive to select or recommend a broker-dealer based upon the Adviser’s interest in receiving research other products or services rather than on a Client’s interest in receiving the most favorable execution. At least annually, the Adviser will consider the amount and nature of research and research services provided by broker-dealers, as well as the extent to which such services are relied upon, and attempt to allocate a portion of the brokerage business of its Clients going forward on the basis of that consideration. Broker-dealers sometimes suggest a level of business they would like to receive in return for the various products and services they provide. Actual brokerage business received by any brokerdealer may be less than the suggested allocation but can (and often does) exceed the suggested level, because total brokerage is allocated on the basis of all of the considerations described above. In no case will the Adviser make binding commitments as to the level of brokerage commissions it will allocate to a broker-dealer, nor will it commit to pay cash if any informal targets are not met. A brokerdealer is not excluded from receiving business because it has not been identified as providing research products or services. Capital Introduction From time to time, brokers (including the prime brokers) assist or may assist the Adviser in raising additional funds from Investors and prospective Investors. Additionally, brokers may provide capital introduction and marketing assistance services, and representatives of DCP may speak at conferences and programs sponsored by the brokers, for investors interested in investing in private investment funds. Through such events, prospective Investors may encounter representatives of DCP. Brokers may also provide other services, including, without limitation, consulting services relating to technology and office space. Although neither the Adviser nor any of its Clients compensates brokers for such assistance, events or services, or for any investments ultimately made by prospective Investors attending such events, such activities may influence the Adviser in deciding whether to use such broker in connection with brokerage, financing and other activities of the Adviser. However, the Adviser will not commit to an Investor or a broker to allocate a particular amount of brokerage in any such situation. Order Aggregation If DCP determines that the purchase or sale of a security is appropriate for multiple Clients, it may aggregate Clients orders, but is not required to do so. When an aggregated order is filled through multiple trades at different prices on the same day, each participating Client will receive the weighted average price, with transaction costs generally allocated pro rata based on the size of each Client’s participation in the order (or allocation in the event of a partial fill) as determined by the Adviser, in its discretion. In the event of a partial fill, allocations may be modified on a basis that the Adviser deems to be appropriate, including, for example, in order to avoid odd lots or de minimis allocations. When orders are not aggregated, trades generally will be processed in the order that they are placed with the broker or counterparty selected by the Adviser. As a result, certain trades in the same security for one Client (including a Client in which the Adviser and its personnel may have a direct or indirect interest) may receive more or less favorable prices or terms than another Client, and orders placed later may not be filled entirely or at all, based upon the prevailing market prices at the time of the
order or trade. In addition, some opportunities for reduced transaction costs and economies of scale may not be achieved.
Item 14: Client referrals and other compensation Conflicts of interest
DCP will not receive any other compensation from non-Clients for providing investment advice or any other service. DCP and its related persons do not directly or indirectly compensate any person who is not a supervised person for Client referrals.
Item 9: Disciplinary information
To the best of our knowledge, neither DCP nor any of its management persons have been the subject of any legal or disciplinary event since their inception through the date on the cover of this Brochure that would be material to an investor’s or prospective investor’s evaluation of DCP or the integrity of its management.
Item 13: Review of accounts
DCP will review Client accounts and portfolios on an ongoing basis. Likewise, the Adviser will review the portfolio status and activity of each Client and consider whether the portfolio should change its investments and capital allocations. DCP’s investment personnel will also meet to discuss prospective investments for the Clients as well as potential investment ideas. There are variety of factors that may trigger a review of a particular portfolio or position. These include, without limitation: change in a portfolio company’s fundamentals, general market events, material events affecting a portfolio investment, among others. In any instance, the Chief Investment Officer may determine when an account should be reviewed or when a particular portfolio holding must be reviewed. The Adviser will provide audited financial statements to all DCP Funds’ Investors within 120 days of the fiscal year end. Periodically, but not less than quarterly, DCP will provide unaudited performance information to all DCP Funds’ Investors.
Item 15: Custody
DCP, together with the General Partners, will be deemed to have custody of the assets of the Clients under Rule 206(4)-2 of the Advisers Act (the “Custody Rule”) due to serving as general partner or serving in a similar capacity with respect to each Client. DCP intends to comply with the Custody Rule by meeting the conditions of the pooled vehicle annual audit provision, which, among other things, requires that each DCP Fund (1) be subject to an annual audit by an independent public accountant that is registered with, and subject to regular inspection by, the Public Company Accounting Oversight Board, and (2) distribute its audited financial statements to all its Investors within 120 days of its fiscal year end.
Item 16: Investment discretion
DCP will have full discretionary authority over the accounts of its Clients, including the authority to make decisions with respect to the types and amounts of all securities bought and sold, as well as the amount and price of those securities.
Item 17: Voting client securities
DCP has developed policies and procedures, including custom proxy voting guidelines, on how to vote proxies in compliance with Rule 206(4)-6 of the Advisers Act. The proxy voting policy provides that the Adviser will act in the best interest of its Clients when determining whether or how to vote a proxy. DCP will generally vote proxies relating to routine matters (e.g., selection of auditors and routine election of directors where no corporate governance issues are implicated) consistent with the recommendation of company management unless it determines that it is in the best interests of the Clients to do otherwise. DCP uses an independent proxy voting service to provide proxy analysis, voting services and voting recommendations in accordance with DCP’s custom proxy voting guidelines. DCP has established a Proxy Voting Committee (the “Proxy Voting Committee”) which implements the Adviser’s proxy voting guidelines by reviewing the recommendations and determining the manner in which proxies are voted on behalf of the Clients’ accounts. If any proxy vote causes a conflict to arise, or even the perception of a conflict, between the Adviser and a Client, DCP will vote in accordance with its proxy voting policy. Also, because proxy proposals and individual company facts and circumstances may vary, DCP may, in certain cases, if it believes that it would be in its Clients’ best interest to do so, determine to vote on a particular proxy matter in a manner that is contrary to its proxy voting guidelines. The Proxy Voting Committee will review and document any such proxy voting decisions that do not conform with DCP’s proxy voting guidelines. DCP also reserves the right, on occasion, to abstain from voting a proxy or a specific proxy item when it concludes that the cost of voting outweighs the potential benefit or when DCP does not believe voting serves its Clients’ best interests. Upon request, Investors may review a copy of DCP’s proxy voting policy as well as DCP’s proxy voting record on DCP’s premises.
Item 18: Financial information
The Adviser is not required to include a balance sheet for its most recent fiscal year, is not aware of any financial condition reasonably likely to impair its ability to meet contractual commitments to Clients, and has not been the subject of a bankruptcy petition at any time during the past ten years.
Timeline
- Jun 13, 2019Founded Durable Capital Partners LP is founded2
Filings
24 filings to the SEC since October 2021: 24 other. The latest 20:
- Aug 14, 202613F-HR EDGAR
- Aug 10, 2026N-PX EDGAR
- May 15, 202613F-HR EDGAR
- Feb 17, 202613F-HR EDGAR
- Nov 14, 202513F-HR EDGAR
- Aug 19, 2025N-PX EDGAR
- Aug 14, 202513F-HR EDGAR
- May 15, 202513F-HR EDGAR
- Feb 14, 202513F-HR EDGAR
- Nov 14, 202413F-HR EDGAR
- Aug 23, 2024N-PX EDGAR
- Aug 14, 202413F-HR EDGAR
- May 15, 202413F-HR EDGAR
- Feb 14, 202413F-HR EDGAR
- Nov 14, 202313F-HR EDGAR
- Aug 17, 202313F-HR/A EDGAR
- Aug 14, 202313F-HR EDGAR
- May 15, 202313F-HR EDGAR
- Feb 14, 202313F-HR EDGAR
- Nov 14, 202213F-HR EDGAR
The 24 filings since October 2021 can be filtered by form type and year here when JavaScript is on.
Every filing from the last five years, summarized. The full record is on SEC EDGAR.
Stakes it holds
Durable Capital Partners LP has told the SEC it owns more than 5% of 29 companies, latest first (Schedules 13D and 13G).
- Option Care Health, Inc.SCHEDULE 13G/A Jun 13, 2025 to Aug 14, 20265
- RBC Bearings INCSCHEDULE 13G/A Feb 24, 2022 to Aug 14, 20266
- Shift4 Payments, Inc.SCHEDULE 13G/A Apr 14, 2022 to Aug 14, 20267
- VSE CorporationSCHEDULE 13G/A Feb 10, 2026 to Aug 14, 20268
- Goosehead Insurance, Inc.SCHEDULE 13G/A Feb 11, 2022 to Aug 7, 20269
- Bending SpoonsSCHEDULE 13G Jul 9, 202610
- Colliers InternationalSCHEDULE 13G/A Sep 13, 2024 to May 15, 202611
- Madison Air Solutions CorpSCHEDULE 13G Apr 23, 202612
- CBIZ, Inc.SCHEDULE 13G/A Aug 27, 2025 to Feb 17, 202613
- Clear SecureSCHEDULE 13G/A Feb 10, 2023 to Feb 17, 202614
- Outset Medical, Inc.SCHEDULE 13G/A Jan 10, 2025 to Feb 17, 202615
- Warby ParkerSCHEDULE 13G/A Oct 12, 2021 to Feb 17, 202616
- Andersen Group Inc.SCHEDULE 13G Dec 29, 202517
- Evolent Health, Inc.SCHEDULE 13G/A Jul 7, 2025 to Nov 14, 202518
- Duolingo IncSCHEDULE 13G/A Dec 10, 2021 to May 15, 202519
- DoximitySCHEDULE 13G/A Jul 5, 2024 to Feb 14, 202520
- FirstService CorpSCHEDULE 13G/A Feb 7, 2022 to Feb 14, 202521
- Bright HorizonsSC 13G/A Jul 24, 2023 to Nov 14, 202422
- Privia Health Group, Inc.SC 13G/A May 15, 2023 to Nov 14, 202423
- RHSC 13G/A Jul 29, 2024 to Nov 14, 202424
- AbcamSC 13G/A Feb 7, 2022 to Feb 12, 202425
- Clearwater Analytics Holdings, Inc.SC 13G/A Oct 8, 2021 to Feb 12, 202426
- Colfax CorporationSC 13G/A Apr 21, 2022 to Feb 12, 202427
- Quaker Chemical CorporationSC 13G/A Feb 7, 2022 to Feb 12, 202428
- Descartes Systems GroupSC 13G/A Oct 7, 2022 to Feb 13, 202329
- National Vision Holdings, Inc.SC 13G/A May 9, 2022 to Feb 13, 202330
- RedfinSC 13G/A Feb 7, 2022 to Feb 13, 202331
- Surgery PartnersSC 13G/A Dec 5, 2022 to Feb 13, 202332
- Confluent Inc.SC 13G/A Mar 11, 2022 to Feb 10, 202333
Sources
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